Filed by Automated Filing Services Inc. (604) 609-0244 - Alton Ventures, Inc. - Exhibit 10.1





 OPTION TO PURCHASE AND ROYALTY AGREEMENT


THIS AGREEMENT made as of the 7th day of May, 2004. 


BETWEEN: 


  
     RICHARD T. HEARD, businessman, having an office at Suite
      3003 – 438 Seymour Street, Vancouver, B.C., V6B 6H4 

     (hereinafter referred to as the "Vendor")

  



 PARTIES OF THE FIRST PART 

AND: 


  
    ALTON VENTURES, INC., a company duly incorporated
      under the laws of the State of Nevada, having an office at Unit 35, 12880
      Railway Avenue, Richmond, B.C., V7E 6G4 

     (hereinafter referred to as "Alton") 

  



 OF THE SECOND PART


WHEREAS: 

	 A.      	 Vendor is the sole beneficial owner of 100% of the right, title and interest
      in and to the Maun Lake property, which is situated in the Thunder Bay Mining
      Division, Ontario, which mining claim is more particularly described in
      Schedule "A" attached hereto and forming part hereof (hereinafter together
      with any form of successor or substitute mineral tenure called the "Claim").
    
	 
	 B.      	 The parties now wish to enter into an agreement granting to Alton the
      exclusive right and option to acquire an undivided 100% of the right, title
      and interest in and to the Claim on the terms and conditions as hereinafter
      set forth. 



NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual promises, covenants and agreements herein contained, the parties hereto agree as follows: 

	 1.      	 INTERPRETATION 
	 
	 1.1      	 In this Agreement: 
	 
	 	 (a)      	 "Effective Date" means the date that both
        parties have signed this Agreement; 

	 
	 	 (b)      	 "Mineral Products" means the products
        derived from operating the Claim as a mine; 

	 
	 	 (c)      	 "Net Smelter Returns" means the proceeds
        received by Alton from any smelter or other purchaser from the sale of
        any ores, concentrates or minerals produced from the Claim after deducting
        from such proceeds the following charges only to the extent that they
        are not deducted by the smelter or other purchaser in computing the proceeds:
      

	 
	 	 	 (i)      	 the cost of transportation of the ores, concentrates or minerals from
      the Claim to such smelter or other purchaser, including related transport;
    
	 
	 	 	 (ii)      	 smelting and refining charges including penalties; and 
	 






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	 	 	(iii)	marketing costs. 
	 	 	 	 
	 	(d)	"Option" means the option granted by Vendor to
      Alton pursuant to Section 3; 
	 	 	 	 
	 	(e) 	"Operating the Claim as
        a mine" or "Operation of the Claim as a mine" means any or all of the
        mining, milling, smelting, refining or other recovery of ores, minerals,
        metals or concentrates or values thereof, derived from the Claim; 

	 	 	 	 
	 	(f)	"Royalty" means the royalty to be paid by Alton
      to Vendor pursuant to Subsection 9.1; and 
	 	 	 	 
	 	(g)	"Dollars ($)" means legal currency of Canada.
    




	 2.      	 REPRESENTATIONS AND WARRANTIES 
	 
	 2.1      	 Alton represents and warrants to Vendor that: 
	 
	 	 (a)      	 Alton is a body corporate duly incorporated, organized
        and validly subsisting under the laws of its incorporating jurisdiction;
      

	 
	 	 (b)      	 Alton has full power and authority to carry on its
        business and to enter into this Agreement and any agreement or instrument
        referred to or contemplated by this Agreement; 

	 
	 	 (c)      	 neither the execution and delivery of this Agreement
        nor any of the agreements referred to herein or contemplated hereby, nor
        the consummation of the transactions hereby contemplated will conflict
        with, result in the breach of or accelerate the performance required by
        any agreement to which Alton is a party; and 

	 
	 	 (d)      	 the execution and delivery of this Agreement and
        the agreements contemplated hereby will not violate or result in the breach
        of laws of any jurisdiction applicable or pertaining thereto or of Alton's
        constating documents. 

	 
	 2.2      	 Vendor represents and warrants to Alton:
      

	 
	 	 (a)      	 the Claim consists of the Maun Lake Property mining
        claim which has been duly and validly staked and recorded, as accurately
        described in Schedule "A", is presently in good standing under the laws
        of the jurisdiction in which it is located and, except as set forth herein,
        is free and clear of all liens, charges and encumbrances; 

	 
	 	 (b)      	 Vendor is the sole beneficial owner of a 100% interest
        in and to the Claim and has the exclusive right to enter into this Agreement
        and all necessary authority to dispose of an undivided 100% interest in
        and to the Claim in accordance with the terms of this Agreement; 

	 
	 	 (c)      	 no person, firm or corporation has any proprietary
        or possessory interest in the Claim other than Vendor and no person is
        entitled to any royalty or other payment in the nature 

	 










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	 	 	 of rent or royalty on any minerals, ores, metals
        or concentrates or any other such products removed from the Claim; 

	 	 	

	 	 (d)      	 neither the execution and delivery of this Agreement
        nor any of the agreements referred to herein or contemplated hereby, nor
        the consummation of the transactions hereby contemplated will conflict
        with, result in the breach of or accelerate the performance required by
        any agreement to which Vendor is a party or by which he is bound; 

	 
	 	 (e)      	 the execution and delivery of this Agreement and
        the agreements contemplated hereby will not violate or result in the breach
        of the laws of any jurisdiction applicable or pertaining thereto. 

	 


	 2.3      	 The representations and warranties hereinbefore
        set out are conditions on which the parties have relied in entering into
        this Agreement and will survive the acquisition of any interest in the
        Claim by Alton and each party will indemnify and save the other party
        harmless from all loss, damage, costs, actions and suits arising out of
        or in connection with any breach or any representation, warranty, covenant,
        agreement or condition made by the other party and contained in this Agreement.
      

	 
	 3.      	 OPTION 

	 
	 3.1      	 Vendor hereby gives and grants to Alton
        the sole and exclusive right and option to acquire an undivided 100% of
        the right, title and interest of Vendor in and to the Claim, subject only
        to Vendor receiving the annual payments and the Royalty, in accordance
        with the terms of this Agreement for and in consideration of the following:
      

	 
	 	 (a)      	 Alton, or its permitted assigns, incurring exploration
        expenditures on the Claim of a minimum of $25,000 on or before June 30,
        2005; 

	 
	 	 (c)      	 Alton, or its permitted assigns, incurring exploration
        expenditures on the Claim of a further $50,000 (for aggregate minimum
        exploration expenses of $75,000) on or before June 30, 2006: and 

	 
	 	 (d)      	 Alton, or its permitted assigns, incurring exploration
        expenditures on the Claim of a further $100,000 (for aggregate minimum
        exploration expenses of $175,000) on or before June 30, 2007: and 

	 
	 	 (e)      	 payment of $50,000 by Alton to Vendor on or before
        January 1, 2008 as a prepayment of the Net Smelter Royalty. 

	 
	 3.2      	 Upon exercise of the Option, Alton agrees
        to pay Vendor, commencing January 1, 2009, the sum of $50,000 per annum
        as a prepayment of the Net Smelter Royalty for so long as Alton, or its
        permitted assigns, holds any interest in the Claim. Failure to make any
        such annual payment shall result in termination of this Agreement in accordance
        with Section 5.1. 

	 
	 4.      	 RIGHT OF ENTRY 
	 










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	 4.1      	 Until such time as the Option has been
        exercised, Alton, its employees, agents and independent contractors, will
        have the sole and exclusive right and option to: 

	 
	 	 (a)      	 enter upon the Claim; 

	 
	 	 (b)      	 have exclusive and quiet possession thereof; 

	 
	 	 (c)      	 do such prospecting, exploration, development or
        other mining work thereon and thereunder as Alton in its sole discretion
        may consider advisable; and 

	 
	 	 (d)      	 bring and erect upon the Claim such facilities as
        Alton may consider advisable. 

	 
	 5.      	 TERMINATION 
	 
	 5.1      	 Subject to Section 8, this Agreement and
        the Option will terminate: 

	 
	 	 (a)      	 on June 30, 2005 at 11:59 P.M., unless on or before
        that date, Alton has incurred exploration expenditures of a minimum of
        $25,000 on the Claim; 

	 
	 	 (b)      	 on June 30, 2006 at 11:59 P.M., unless Alton has
        incurred a further $50,000 of exploration expenditures on the Claim (for
        an aggregate of $75,000); or 

	 
	 	 (c)      	 on June 30, 2007 at 11:59 P.M., unless Alton has
        incurred a further $100,000 of exploration expenditures on the Claim (for
        an aggregate of $175,000); or 

	 
	 	 (d)      	 on January 1, 2008 at 11:59 P.M., unless Alton has
        paid to Vendor the further sum of $50,000; 

	 
	 	 (e)      	 at 11:59 P.M. on January 1 of each and every year,
        commencing on January 1, 2009, unless Alton or its successor or assign
        has paid to Vendor the sum of $50,000 on or before that date. 

	 
	 6.      	 COVENANTS OF VENDOR 
	 
	 6.1      	 Vendor will: 
	 
	 	 (a)      	 not do any act or thing which would or might in
        any way adversely affect the rights of Alton hereunder; 

	 
	 	 (b)      	 make available to Alton and its representatives
        all records and files in the possession of Vendor relating to the Claim
        and permit Alton and its representatives at its own expense to take abstracts
        therefrom and make copies thereof; and 

	 
	 	 (c)      	 promptly provide Alton with any and all notices
        and correspondence from government agencies in respect of the Claim. 

	 










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	 7.      	 COVENANTS OF ALTON 
	 
	 7.1      	 Alton will: 
	 
	 	 (a)      	 keep the Claim free and clear of all liens, charges
        and encumbrances arising from their operations hereunder and in good standing
        by the doing and filing of all necessary work and by the doing of all
        other acts and things and making all other payments which may be necessary
        in that regard; 

	 
	 	 (b)      	 permit Vendor, or its representatives duly authorized
        by it in writing, at their own risk and expense, access to the Claim at
        all reasonable times and to all records prepared by Alton in connection
        with work done on or with respect to the Claim; 

	 
	 	 (c)      	 conduct all work on or with respect to the Claim
        in a careful and miner-like manner and in compliance with all applicable
        Federal, Provincial and local laws, rules, orders and regulations, and
        indemnify and save Vendor harmless from any and all Claim, suits, actions
        made or brought against it as a result of work done by Alton on or with
        respect to the Claim; and 

	 
	 	 (d)      	 obtain and maintain, or cause any contractor engaged
        hereunder to obtain and maintain, during any period in which active work
        is carried out hereunder, adequate insurance. 

	 
	 8.      	 EXERCISE OF OPTION 
	 
	 8.1      	 Once Alton has incurred the exploration
        expenditures, and made the payments set out in Section 3.1, Alton will,
        subject to the right of Vendor to receive the Royalty and the obligation
        of Alton to make the annual payments set out in Section 3.2, own an undivided
        100% of Vendor's right, title, and interest in and to the Claim. 

	 
	 9.      	 ROYALTY 
	 
	 9.1      	 Alton will pay to Vendor an annual royalty
        equal to four percent (4%) of Net Smelter Returns, subject to Section
        9.4. 

	 
	 9.2      	 After the exercise of the Option, payment
        of the Royalty will be made quarterly within 30 days after the end of
        each yearly quarter based upon a year commencing on the 1st day of January
        and expiring on the 31st day of December in any year in which production
        occurs. Within 60 days after the end of each year for which the Royalty
        is payable, the records relating to the calculation of Net Smelter Returns
        for such year will be audited by Alton and any adjustments in the payment
        of the Royalty will be made forthwith after completion of the audit. All
        payments of the Royalty for a year will be deemed final and in full satisfaction
        of all obligations of Alton in respect thereof if such payments or calculations
        thereof are not disputed by Vendor within 60 days after receipt by Vendor
        of the said audit statement. Alton will maintain accurate records relevant
        to the determination of Net Smelter Returns and Vendor, or its authorized
        agent, shall be permitted the right to examine such records at all reasonable
        times. 

	 
	 9.3      	 The determination of Net Smelter Returns
        royalty hereunder is based on the premise that production will be developed
        solely on the Claim except that Alton will have the right to 

	 









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	 	 commingle ore mined from the Claim with
        ore mined and produced from other properties provided Alton will adopt
        and employ reasonable practices and procedures for weighing, sampling
        and assaying, in order to determine the amounts of products derived from,
        or attributable to commingled ore mined and produced from the Claim. Alton
        will maintain accurate records of the results of such sampling, weighing
        and analysis with respect to any commingled ore mined and produced from
        the Claim. Vendor or its authorized agents will be permitted the right
        to examine at all reasonable times such records pertaining to comingling
        of ore or to the calculation of Net Smelter Returns. 

	 	

	 9.4      	 Alton shall have the right at any time
        to purchase one-half of the Royalty by paying to Vendor the sum of $500,000
        per Royalty percentage point. 

	 
	 10.      	 OBLIGATIONS OF ALTON AFTER TERMINATION
      

	 
	 10.1      	 In the event of the termination of the
        Option, Alton will: 

	 
	 	 (a)      	 leave the Claim in good standing for a minimum of
        one (1) year under all applicable legislation, free and clear of all liens,
        charges and encumbrances arising from this Agreement or their operations
        hereunder and in a safe and orderly condition; 

	 
	 	 (b)      	 deliver to Vendor within 60 days of its written
        request a comprehensive report on all work carried out by Alton on the
        Claim (limited to factual matter only) together with copies of all maps,
        drill logs, assay results and other technical data compiled by Alton with
        respect to the Claim; 

	 
	 	 (c)      	 have the right, and obligation on demand made by
        Vendor, to remove from the Claim within six (6) months of the effective
        date of termination all facilities erected, installed or brought upon
        the Claim by or at the instance of Alton provided that at the option of
        Vendor, any or all of facilities not so removed will become the property
        of Vendor; and 

	 
	 	 (d)      	 deliver to Vendor a duly executed transfer in registrable
        form of an undivided 100% right, title and interest in and to the Claim
        in favour of Vendor, or its nominee. 

	 
	 11.      	 TRANSFER OF TITLE 

	 
	 11.1      	 Upon the request of Alton, Vendor will
        deliver to Alton a duly executed transfer in registrable form of an undivided
        100% of Vendor's right, title and interest in and to the Claim in favour
        of Alton which Alton will be entitled to register against title to the
        Claim provided that transfer of legal title to the Claim as set forth
        in this Subsection 11.1 is for administrative convenience only and beneficial
        ownership of an undivided 100% interest in the Claim will pass to Alton
        only in accordance with the terms and conditions of this Agreement. 

	 
	 12.      	 REGISTRATION OF AGREEMENT 

	 
	 12.1      	 Notwithstanding Section 11 of this Agreement,
        Alton or Vendor will have the right at any time to register this Agreement
        or a Memorandum thereof against title to the Claim. 

	 










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	 13.      	 DISPOSITION OF CLAIM 
	 
	 13.1      	 Alton may at any time sell, transfer or
        otherwise dispose of all or any portion of its interest in and to the
        Claim and this Agreement provided that, at any time, Alton has first obtained
        the consent in writing of Vendor, such consent not to be unreasonably
        withheld and further provided that, at any time during the currency of
        this Agreement, any purchaser, grantee or transferee of any such interest
        will have first delivered to Vendor its agreement related to this Agreement
        and to the Claim, containing: 

	 
	 	 (a)      	 a covenant with Vendor by such transferee to perform
        all the obligations of Alton to be performed under this Agreement in respect
        of the interest to be acquired by it from Alton, and 

	 
	 	 (b)      	 a provision subjecting any further sale, transfer
        or other disposition of such interest in the Claim and this Agreement
        or any portion thereof to the restrictions contained in this Subsection
        13.1. 

	 
	 13.2      	 The provisions or Subsection 13.1 of this
        Agreement will not prevent either party from entering into an amalgamation
        or corporate reorganization which will have the effect in law of the amalgamated
        or surviving company possessing all the property, rights and interests
        and being subject to all the debts, liabilities and obligations of each
        amalgamating or predecessor company. 

	 


	14. 	ABANDONMENT OF PROPERTY 
	 	 
	14.l 	 Alton shall have the unfettered right at any time
        after the exercise of the Option to abandon all or any part of its interest
        in the Claim by delivering a notice in writing of their intention to do
        so to Vendor, such notice to list the part or parts of the Claim to be
        abandoned, and if within 30 days of receipt of such notice Vendor delivers
        to Alton a notice ("Reacquisition Notice") stating its intention to reacquire
        all or part or parts of the Claim, Alton will deliver to Vendor duly executed
        recordable transfers of its interest in such part or parts of the Claim
        as Vendor has set forth in the Reacquisition Notice, such part or parts
        to be in good standing for at least one year beyond the date of delivery
        of such transfers and to be free and clear of all liens, charges, and
        encumbrances arising from the operations of Alton or its agents or subcontractors
        hereunder. 

	 	

	 15.      	 CONFIDENTIAL NATURE OF INFORMATION 

	 
	 15.1      	 The parties agree that all information obtained
        from the work carried out hereunder and under the operation of this Agreement
        will be the exclusive property of the parties and will not be used other
        than for the activities contemplated hereunder except as required by law
        or by the rules and regulations of any regulatory authority having jurisdiction,
        or with the written consent of both parties, such consent not to be unreasonably
        withheld. Notwithstanding the foregoing, it is understood and agreed that
        a party will not be liable to the other party for the fraudulent or negligent
        disclosure of information by any of its employees, servants or agents,
        provided that such party has taken reasonable steps to ensure the preservation
        of the confidential nature of such information. 

	 










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	 16.      	 FURTHER ASSURANCES 
	 
	 16.1      	 The parties hereto agree that they and
        each of them will execute all documents and do all acts and things within
        their respective powers to carry out and implement the provisions or intent
        of this Agreement. 

	 
	 17.      	 NOTICE 

	 
	 17.1      	 Any notice, direction or other instrument
        required or permitted to be given under this Agreement will be in writing
        and will be given by the delivery or the same or by mailing the same by
        prepaid registered or certified mail in each case addressed as follows:
      

	 
	 	 (a)      	 if to Vendor 
	 	 	 Suite 3003 – 438 Seymour Street, 
	 	 	Vancouver, B.C., V6B 6H4 
	 	 	 Attention : Richard T. Heard 
	 	 	 
	 	 (b)      	 if to Alton Ventures, Inc. 
	 	 	 Unit 35, 12880 Railway Avenue 
	 	 	Richmond, B.C. V7E 6G4 
	 	 	 Attention : Brian C. Doutaz 
	 


	l7.2 	Any notice, direction or other instrument aforesaid
        will, if delivered, be deemed to have been given and received on the day
        it was delivered, and if mailed, be deemed to have been given and received
        on the fifth business day following the day of mailing, except in the
        event of disruption of the postal services in which event notice will
        be deemed to be received only when actually received. 

	 	

	 17.3      	 Any party may at any time give to the other notice
        in writing of any change of address of the party giving such notice and
        from and after the giving of such notice, the address or addresses therein
        specified will be deemed to be the address of such party for the purpose
        of giving notice hereunder. 

	 
	 18.      	 HEADINGS 

	 
	 18.1      	 The headings to the respective sections herein will
        not be deemed part of this Agreement but will be regarded as having been
        used for convenience only. 

	 
	 19.      	 DEFAULT 

	 
	 19.1      	 If any party (a "Defaulting Party") is in default
        of any requirement herein set forth other than the provisions of Section
        5 for which notice of default need not be given, the party affected by
        such default will give written notice to the defaulting Party specifying
        the default and the Defaulting Party will not lose any rights under this
        Agreement, unless within 30 days after the giving of notice of default
        by the affected party the Defaulting Party has cured the default by the
        appropriate performance and if the Defaulting Party fails within such
        period to cure any such 

	 









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	 	 default, the affected party will be entitled to seek any remedy it may
      have on account of such default. 
	 	 
	 20.      	 PAYMENT 
	 
	 20.1      	 All references to monies hereunder will be in Canadian
        funds except where otherwise designated. All payments to be made to any
        party hereunder will be mailed or delivered to such party at its address
        for notice purposes as provided herein, or for the account of such party
        at such bank or banks in Canada as such party may designate from time
        to time by written notice. Said bank or banks will be deemed the agent
        of the designating party for the purpose of receiving and collecting such
        payment. 

	 
	 21.      	 ENUREMENT 

	 
	 21.1      	 Subject to Section 13, this Agreement will enure
        to the benefit of and be binding upon the parties hereto and their respective
        successors and permitted assigns. 

	 
	 22.      	 TERMS 

	 
	 22.1      	 The terms and provisions of this Agreement shall
        be interpreted in accordance with the laws of British Columbia. 

	 
	 23.      	 FORCE MAJEURE 

	 
	 23.1      	 No party will be liable for its failure to perform
        any of its obligations under this Agreement due to a cause beyond its
        control (except those caused by its own lack of funds) including, but
        not limited to acts of God, fire, flood, explosion, strikes, lockouts
        or other industrial disturbances, laws, rules and regulations or orders
        of any duly constituted governmental authority or non- availability of
        materials or transportation (each an "Intervening Event"). 

	 
	 23.2      	 All time limits imposed by this Agreement, other
        than those imposed by Section 5, will be extended by a period equivalent
        to the period of delay resulting from an Intervening Event described in
        Subsection 23.1. 

	 
	 23.3      	 A party relying on the provisions of Subsection
        23.1 will take all reasonable steps to eliminate an Intervening Event
        and, if possible, will perform its obligations under this Agreement as
        far as practical, but nothing herein will require such party to settle
        or adjust any labour dispute or to question or to test the validity of
        any law, rule, regulation or order of any duly constituted governmental
        authority or to complete its obligations under this Agreement if an Intervening
        Event renders completion impossible. 

	 
	 24.      	 ENTIRE AGREEMENT 

	 
	 24.1      	 This Agreement constitutes the entire agreement
        between the parties and replaces and supersedes all prior agreements,
        memoranda, correspondence, communications, negotiations and 

	 









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	 	 representations, whether verbal or written, express or implied, statutory
      or otherwise between the parties with respect to the subject matter herein.
    
	 	 
	 25.      	 TIME OF ESSENCE 
	 
	 25.1      	 Time will be of the essence in this Agreement. 
	 
	 26.      	 ENFORCEMENT OF AGREEMENT 
	 
	 26.1      	 The covenants, promises, terms and conditions contained herein will be
      binding upon the parties jointly and severally and may be enforced by each
      as against each other inter se. 



IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. 


RICHARD T. HEARD 

	 	

	  	 By Richard T. Heard  
		 
	 	 
 
	  	 Signature of Witness  
		 
	 	 
 
	  	 Printed Name of Witness  
	 
	 
	 ALTON VENTURES, INC.  
	 	 
	 	 
	 Per:  	

	  	 by its Authorized Signatory: Brian C. Doutaz, President 
    











 This is SCHEDULE "A" to an Agreement made as of the 7th day of May,
  2004 between VENDOR and ALTON VENTURES, INC.

	 Record Number  	 Units  	 Date of record  	 Date of Expiry  
	 TB 1196524  	 1 (64 hectares)  	 July 10, 2003  	 July 09, 2005  






Thunder Bay Mining Division, Ontario